Thoma Bravo to acquire Verint for $2 billion in all-cash deal

Verint Systems Inc. (NASDAQ: VRNT) announced it has entered into a definitive agreement to be acquired by private equity firm Thoma Bravo in an all-cash transaction valued at $2 billion.

Under the terms of the agreement, Verint shareholders will receive $20.50 per share in cash, representing an 18% premium to the company's 10-day volume weighted average share price through June 25, 2025. The transaction was unanimously approved by Verint's board of directors.

The deal is expected to close before the end of Verint's current fiscal year, subject to shareholder approval and regulatory approvals. Certain shareholders and board members representing approximately 14.5% of Verint's voting power have agreed to vote in favor of the transaction.

"Thoma Bravo's investment is a testament to our CX Automation category leadership," said Verint CEO and Chairman Dan Bodner. The company reported that its AI Annual Recurring Revenue now represents 50% of its total ARR.

Upon completion of the transaction, Verint will be combined with Thoma Bravo portfolio company Calabrio. "The combined company will have the industry's broadest CX platform arming brands of all sizes with strong AI business outcomes," said Mike Hoffmann, a partner at Thoma Bravo.

Following the announcement, Verint suspended its quarterly earnings conference calls and will no longer provide quarterly or annual guidance. The company also suspended its share repurchase program. Verint's common stock will be delisted from public exchanges upon deal completion.

The transaction is not subject to a financing condition. Jefferies LLC served as financial advisor to Verint, while Perella Weinberg Partners and Santander advised Thoma Bravo.

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